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HomeMy WebLinkAboutMINUTES - 11182008 - C.85 SE ` Contra TO: BOARD OF SUPERVISORS/ HOUSING AUTHORITY BOARD OF COMMISSIONERS Costa County FROM: Catherine Kutsuris, Director °°sa�----- �y Department of Conservation and Development DATE: November 18, 2008 SUBJECT: Bond Sale Resolution – Montclaire Apartments, Antioch SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS As the Board of Supervisors: ADOPT Resolution 2008/717 authorizing the issuance of Multi-Family Mortgage Revenue Bonds in an amount not to exceed $32,500,000 to finance the acquisition and rehabilitation of the Montclaire Apartments, Antioch, and actions related thereto. As the Housing Authority Board of Commissioners APPROVE and AUTHORIZE'the Executive Director to acknowledge and accept the execution and delivery of the Regulatory Agreement by and between the County of Contra Costa and Montclaire Place, L.P., a California limited partnership. FISCAL IMPACT No General Fund obligation is involved. The bonds are secured by a revenue pledge and reserve accounts. The Country is compensated for its costs of issuance, and annually for monitoring expenses. No County funds are pledged to secure the bonds. BACKGROUND/REASONS FOR RECOMMENDATIONS The Montclaire Apartments (formerly Lakeshore Apartments) are a 268-unit multifamily rental housing development in Antioch. The development, which is located at 600 Wilbur Avenue, was originally financed with multifamily mortgage revenue bonds issued by the Housing Authority of Contra Costa in 1985, then refunded and remarketed in 1992. The property is being acquired and rehabilitated by Montclaire Place, L.P., a California limited partnership. Montclaire Place, L.P. is an affiliate of Capital Valley'Investments/Ezralow Company, a Sacramento based developer owner of affordable and mixed income rental properties. CONTINUED ON ATTACHMENT: .YES ❑ NO SIGNATOR G�2ih/! l ECOMMENDATION OF COUNTY ADMINISTRATOR RECOM ND TION O OARD COM MI EE APPROVE OTHER SIGNATURE (S): ACTION OF BOARD ON APPROVED AS RECO NDEDOfVER VOTE OF SUPERVISORS J I HEREBY CERTIFY THAT THIS IS A TRUE AND _UNANIMOUS (ABSENT CORRECT COPY OF AN ACTION TAKEN AND AYES: NOES: ENTERED ON THE MINUTES OF THE BOARD ABSENT: ABSTAIN: OF SUPERVISORS 'IO,.NI'THE DATE SHOWN. Contact: Jim Kennedy(925/335-7225) ATTESTED Y W U't/11'W�. IOU Orig:Department of Conservation and Development(DCD) DAVID TWA, CLERK OF THE cc: County Administrator BOARD OF SUPERVISORS AND County Counsel COUNTY ADMINISTRATOR Via DCD • Capital Valley Investments * City of Antioch B ( —, DEPUTY " Jones Hall G:\CDBG-REDEV\MF MRB\Montclaire Place(Lakeshore)\Bond Sale Resolution\Bond.Sale.Board.Order.I 1.3.08.doc BACKGROUND/REASONS FOR RECOMMENDATIONS (cont.) The Regulatory Agreement for the project will expire once the outstanding bonds are defeased making the development "at risk" for becoming a market rate rental project. The recommended action as the Housing AuthorityBoard of Commissioners is affirmative acknowledgement on the part of the Authority that its 1985 and 1992 regulatory Agreements are being superseded by this new Regulatory Agreement. The new issuance of multifamily mortgage revenue bonds will invoke a new Regulatory Agreement preserving 80% of the units to be affordable for households that earn 60%of area median income. The project will be 100% affordable with the remaining 28 units reserved for households thaf earn 50% of area median income The project will receive over'$5 million of rehabilitation including a new HVAC system, dry rot repairs, dual pane windows, and updates to all units including installation of washers and dryers, new carpet, paint and appliances. The construction firm, West Coast Redevelopers, LLC (an affiliate of Capital Valley Investments/Ezralow Company), expects the renovations to be complete by November 2009. On July 8, 2008 the Board of Supervisors adopted an Inducement Resolution (a nonbinding conditional statement of intent to issue multi-family bonds)for the project required by tax law. The Inducement Resolution authorized the submittal of an application by the County for Private Activity Bond Authority. On September 24, 2008 the California Debt Limit Allocation Committee awarded the County authority to issue;tax-exempt bonds in the amount of $30 million. The County, as required by Section 147(f) of Internal Revenue Code, has held a noticed public hearing to permit interested parties to comment on the project. This hearing was held on July 7, 2008. No comments were received. The Board adopted Resolution No. 2008/493 on July 8, 2008 authorizing proceeding with an issuance of bonds pursuant to Section 147(F)of the Internal Revenue Code. The project is located within the City of Antioch's Redevelopment Area, and is consistent with its goals for the City. The City has invested resources in a neighborhood park and infrastructure improvements near to the project. The City is not providing financial assistance as part of the multifamily project plan of finance. The proceeds of the bonds will finance the loan for the Montclaire Apartments. The ;:bonds will be underwritten by Citigroup Global Markets, Inc. and credit enhanced by Freddie Mac. The variable rate bonds will be swapped to a fixed rate for a 15- year term. The recommended action is:to adopt a bond sale resolution authorizing the issuance of $30 million in tax-exempt bonds a"nd taxable bonds in an amount not to exceed $2.5 million to finance the acquisition and renovation of the Montclaire Apartments in the City of Antioch. The bond sale resolution authorizes a number of actions, a summary of which is included as Attachment A. G:\CDBG-REDEV\MF MRB\Montclaire Place(Ukeshore)\Bond Sale Resolution\Bond.Sale.Board.Order.l 1.3.08.doc Attachment A Summary of Actions 1. Authorizes the issuance of County of Contra Costa Series 2008A Multi-Family Housing Revenue Bonds ins an amount not to exceed $30 million and 2008A-T Taxable Multi- Family Housing Revenue Bonds in an amount not to exceed $2.5 million to finance the acquisition and rehabilitation of the Montclaire Apartments, Antioch; 2. Approves the form of;the Trust Indenture between the County of Contra Costa and U.S. Bank National Association, a national banking association, as Trustee; 3. Approves the form ofl�the Financing Agreement between the County of Contra Costa, U.S. Bank National Association as Trustee, and Montclaire Place, L.P. as Borrower; 4. Approves the form of"!,,the Regulatory Agreement and Declaration of Restrictive Covenants between the County of Contra Costa, U.S. Bank National Association as Trustee, and Montclaire Place, L.P., a California Limited Partnership; 5. Approves the form of"the Intercreditor Agreement between the County of Contra Costa, U.S. Bank National Association as Trustee, and the Federal Home Loan Mortgage Corporation, as Freddie Mac; 6. Approves the form of;the Bond Purchase Agreement between the County of Contra Costa, and Citigroup Global Markets Inc., and Montclaire Place, L.P.; 7. Approves the form of the Official Statement relating to the bonds and authorizes its distribution; 8. Designates Citigroup Global Markets Inc. as Underwriter for the bonds; and 9. Designates Jones Hall as Bond Counsel for the transaction. r�\CDBG-REDEV\MF MRB\Montclaire Place(Lakeshore)\Bond Sale ResolutionTond.Sale.Board.Order.l 1.108.doc RESOLUTION NO. 2008/717 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE OF COUNTY OF CONTRA COSTA VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (MONTCLAIRE APARTMENTS PROJECT) SERIES 2008A AND COUNTY OF CONTRA.COSTA TAXABLE VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (MONTCLAIRE APARTMENTS PROJECT) SERIES 2008A-T, APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS, AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, the County of Contra Costa (the "County") is authorized pursuant to Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California (the "Act") to issue revenue bonds to provide funds to finance multifamily rental housing facilities; and WHEREAS, Montclaire Place, L.P., a California limited partnership (the "Borrower") has requested that the County issue and sell revenue bonds. to assist in the financing of the acquisition, rehabilitation and equipping of a 268-unit rental housing facility located at 600 Wilbur Avenue, in Antioch, California known as Montclaire Apartments (the "Project"); and WHEREAS, the County now desires to issue two series of. bonds, designated as the "County of Contra Costa Variable Rate Demand Multifamily Housing Revenue Bonds (Montclaire Apartments Project) Series 2008A" (the "Series 2008A Bonds") in the original aggregate principal amount of $30,000,000, and its County of Contra Costa Taxable Variable Rate Demand Multifamily Housing Revenue Bonds (Montclaire Apartments Project) Series 2008A-T in the original aggregate principal amount of not to exceed $2,500,000 (the "Taxable Series 2008A-T Bonds" and 'together with the Series 2008A Bonds, the "Bonds"), to provide financing for the Project; and r WHEREAS, the Deputy Director-Redevelopment of the Conservation and Development Department of the County (the "Deputy Director-Redevelopment") has held a public hearing on the proposed issuance of the' Bonds, as required under the provisions of the Internal Revenue Code applicable to tax-exempt bonds, following published notice of such hearing; and WHEREAS, there have been prepared various documents with respect to the issuance of the Bonds, copies of which are on file with the Deputy Director-Redevelopment, and this Board of Supervisors now desires.to approve the issuance of the Bonds and the execution and delivery of such documents by the County; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in connection with the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act; NOW, THEREFORE, "BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: 1. The County hereby finds and .declares that the above recitals are true and correct. 2. Pursuant to the Act and the Indenture (hereinafter defined), the Series 2008A Bonds in the maximum principal amount of$30,000,000 and the Taxable Series 2008A-T Bonds in the maximum principal amount of$2,500,000 are hereby authorized to be issued. The Bonds shall be executed by the manual,or facsimile signature of the Chair of the Board of Supervisors (the "Chair"), the Director of the Department of Conservation and Development (the "Director") or the Deputy Director_Redevelopment, the manual .or facsimile of the.seal of the County shall be reproduced thereon and', attested by the manual or facsimile signature of the County Administrator and Clerk of the Board of Supervisors (the "County Administrator"), in the form set forth in and otherwise in accordance with the Indenture. 3. The Trust Indenture relating to the Bonds (the "Indenture") by and between the County and U.S. Bank National Association, as trustee (the "Trustee"), in the form on file with the Deputy Director-Redevelopment, is hereby approved. Any one of the Chair, the Director and the Deputy Director-Redevelopment (collectively, the "Designated Officers") is hereby authorized and directed, for and_ in the name and on behalf of the County, to execute and deliver the Indenture, and the County Administrator is hereby authorized and directed, for and in the name and on behalf of the County, to attest the Indenture in said form, together with such additions thereto or changes therein as are recommended or approved by.the Designated Officer executing the Indenture upon consultation with the Deputy Director-Redevelopment and Bond Counsel to the County (including such addition_s or changes as are necessary or advisable in accordance with Section 7 hereof, provided that no additions or changes shall authorize an aggregate principal amount of either series of the Bonds in excess of the amount set forth in Section 2 above), the approval of such additions or changes to be conclusively evidenced. by the execution and delivery of.,the Indenture by the. County. The date, maturity dates, interest rate modes, privileges, manner of execution,. place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Indenture as finally executed. 4. The Financing Agreement relating to the Bonds (the "Financing Agreement") among the County, the Trustee and the Borrower, in the form on file with the Deputy Director- Redevelopment, is hereby approved. Any one of the Designated Officers is hereby authorized and directed to execute and deliver the Financing Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Financing Agreement upon consultation with the Deputy Director- Redevelopment and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 7 hereof),the approval of such changes to be conclusively evidenced by the execution and delivery of the Financing Agreement by the County. 5. The Regulatoy Agreement and Declaration of Restrictive Covenants relating to the Bonds, among the County, the Trustee and the Borrower (the "Regulatory Agreement") in the form on file with the Deputy Director-Redevelopment, is hereby approved. Any one of the Designated Officers is hereby;authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Regulatory Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Agreements upon consultation with the Deputy Director-Redevelopment 2 Resolution No.2008/717 and Bond Counsel to the County,(including such additions or changes as are necessary or advisable in accordance with Section 7 hereof), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Regulatory Agreement by the County. 6. The Intercreditor Agreement relating to the Bonds (the "Intercreditor Agreement") among the County, the Trustee and the Federal Home Loan Mortgage Corporation, in the form on file with the , Deputy Director-Redevelopment, is hereby approved. Any one of the Designated Officers is hereby authorized and directed to execute and deliver the Intercreditor Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated. Officer executing the Intercreditor Agreement upon consultation with the Deputy Director-Redevelopment and Bond'Counsel to the County (including such additions or changes as are.necessary or: advisable in accordance with Section 7 hereof), the approval of such changes to be conclusively evidenced. by the execution and delivery of the Intercreditor Agreement by the County. 7. The Bond Purchase Agreement for the Bonds (the "Purchase Contract") among the County, Citigroup Global Markets Inc. (the "Underwriter"), and the Borrower in the form on file with the Deputy Director-Redevelopment, is hereby approved. Any one of the Designated Officers is hereby authorizedand directed, for and in the name and on behalf of the County, to accept the offer of the Underwriter to purchase the Bonds contained in the Purchase Contract (when such offer is made and if such offer is consistent with Section 2 of this Resolution) and to execute and deliver the Purchase Contract in said form, together with such additions thereto or changes therein as are recommended or approved by the-Designated Officer executing the Purchase Contract upon consultation with the Deputy Director-Redevelopment and Bond Counsel to the County, including such additions or changes as are necessary or advisable in accordance with Section 12 hereof (provided that no such change shall increase the aggregate principal amount of the Bonds over the amount..specified in Section 2 above and the Underwriter's fee-and/or discount shall not be in excess of .50% of the principal amount of the Bonds sold), the approval of such additions .or changes to be conclusively evidenced by the execution and delivery of the Purchase Contract by the County. 8. The Official Statement relating to the Bonds (the "Official Statement") in the form on file with the Deputy Director-Redevelopment is hereby approved. Any one of the Designated Officers is hereby authorized 'and directed, for and in the name and on behalf of the County, to execute the Official Statement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Official Statement upon consultation with the Deputy Director-Redevelopment and Bond Counsel to the County, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Official Statement by the County ..The-:Underwriter is hereby authorized to distribute copies of the Official Statement to persons who may be interested in the purchase of the Bonds, and is directed to deliver such copies to all actual purchasers of the Bonds. Distribution by the Underwriter of a preliminary Official Statement relating to the Bonds, if any, is hereby approved and authorized. 9. The Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the County by any one of the Designated Officers of the County, which instructions said officer is hereby authorized and directed, for and in the name 3 Resolution No.2008/717 and on behalf of the County to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriter in accordance with the Purchase Contract, upon payment of the purchase price therefor. 10. The firm of Citi'group Global'Markets Inc. is hereby designated as Underwriter for the Bonds. The fees and expenses of such firm for matters .related to the Bonds shall be payable solely from the proceeds of the Bonds or contributions by the Borrower. 11. The law firm of!Jones Hall, A Professional Law Corporation, is hereby designated as Bond Counsel to the County for the Bonds. The fees and expenses of such firm for matters related to the Bonds shall be payable solely from the proceeds of the Bonds or contributions by the Borrower. 12. All actions heretofore taken by the officers and agents of the County with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the County, including the Designated Officers, are hereby authorized and directed, for and in the name and on behalf of the County, to-'do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this Resolution, including but not limited to any other.certificates, agreements and other documents described in the Indenture, the Financing Agreement, the Regulatory Agreement, the Official Statement, the Purchase Contract and the other documents herein approved. 13. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 18th/dray of November, 2008, by the following vote: AYES: �0tG-i b �O&M-((/f F' � NOES: `Rprl-b ABSTAINING: VQhi!' ABSENT: Chair ATTEST: �OUev�-I . ;i$� g DAVID J. TWA �� R L County Administrator and Clerk * _ o-A Of the.Board of Supervisors Deputy Clerk couK� 4 Resolution No.2008/717